STRATEGY & DESIGN
We'll deliver a branding strategy and design a new logo. After the strategy and design is
approved we'll deliver a branding guidelines document.
You’ll have two or more weekly opportunities to review our work and provide feedback. If, at
any stage, you’re not happy with the direction our work is taking, you will pay us in full for
everything we’ve produced up to that that point and then cancel this contract.
We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you
or any third-party for damages, including lost profits, lost savings or other incidental,
consequential or special damages, even if you’ve advised us of them.
Terms of Payment
We’re sure you understand how important it is as a small business that you pay the invoices that
we send you promptly. We’re also sure you’ll want to maintain a positive working relationship
and keep the project moving forward, so you agree to stick tight to the following payment
Woksen will invoice The client for fifty per cent (50%) of the initial fees at point of this signed
contract agreement which will act as the deposit. The remaining 50% will be billed monthly as
the service hours are spent or when the project is launched.
The client will supply Woksen with all necessary purchase order numbers and other internal
information required for invoice processing before the close of the month of work (if applicable).
CLIENT AGREMENT TO PAY
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project.
Every invoice after that will have 15 day payment terms. In the event payment is not made
within 15 days, Woksen will charge a late payment fee of 1% per month on any overdue and
unpaid balance not in dispute, to cover the manpower, interest, and other costs Woksen pays for
carrying overdue invoices from The client. In addition, Woksen reserves the right to stop work
until payment is received.
In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices,
in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
Cancellation of Plans
You have the right to modify, reject, cancel or stop any and all plans or work in process.
However, you agree to reimburse us for all costs and expenses we incurred prior to your change
in instructions, and which relate to non-cancelable commitments, and to defend, indemnify and
hold us harmless for any liability relating to such action. We agree to use our best efforts to
minimize such costs and expenses.
Responsibilities of Woksen and The client
WOKSEN’S RESPONSIBILITY FOR RELEASES
We shall obtain releases, licenses, permits or other authorization to use testimonials, copyrighted
materials, photographs, art work or any other property or rights belonging to third parties
obtained by us for use in performing services for you (If applicable).
CLIENT RESONSIBILITY FOR RELEASES
You guarantee that all elements of text, images, or other artwork you provide are either owned
by your good selves, or that you have permission to use them.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
You’ll own the visual elements that we create for this project. We’ll give you source files and
finished files and you should keep them somewhere safe as we’re not required to keep a copy.
You own all elements of text, images and data you provided, unless someone else owns them.
We’ll own the unique combination of these elements that constitutes a complete design and we’ll
license that to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
We can provide a separate estimate for that.
You shall be responsible for the accuracy, completeness and propriety of information concerning
your products and services which you furnish to us verbally or in writing in connection with the
performance of this Agreement.
Woksen acknowledges its responsibility, both during and after the term of its appointment, to use
all reasonable efforts to preserve the confidentiality of any proprietary or confidential
information or data developed by Woksen on behalf of The client or disclosed by The client to
Term and Termination
PERIOD OF AGREEMENT NAD NOTICE OF TERMINATION
This Agreement shall become effective as of Date mentioned as discussed and shall continue
until terminated by either party upon not less than 60 days’ notice in writing given by either
party to the other.
TERMINATION FOR CAUSE
Either party to this Agreement may terminate the Agreement if the other party defaults in the
performance of any of its material duties and obligations and the default is not cured within thirty
(30) days of the receipt of notice of said default, or if the default is not reasonably curable within
said period of time, unless the defaulting party commences cure within said period of time and
diligently proceeds to cure the default.
PAYMENT FOR NON-CANCELABLE MATERIALS?
In addition, either party may immediately terminate this Agreement by giving written notice to
the other party if the other party is insolvent or has a petition brought by or against it under the
insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of
creditors, if a trustee, or similar agent is appointed with respect to any property or business of the
other party, or in the case of the Client, if the Client materially breaches its obligations to make
payment pursuant to this Agreement.
Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase
for your account, (either specifically or as part of a plan such as modules, photography and/or
external services) shall be paid for by you, in accordance with the provisions of this Agreement.
We agree to use our best efforts to minimize such liabilities immediately upon written
notification from you. We will provide written proof, upon request of the The client, that any
such materials and services, are non cancelable.
MATERIAL UNPAID FOR
If upon termination there exist any materials furnished by us or any services performed by us for
which you have not paid us in full, until such time as you have paid us in full you agree not to
use any such materials, in whole or in part, or the product of such services.
TRANSFER OF MATERIALS
Upon termination of this agreement, provided that there is no outstanding indebtedness then
owing by The client to Woksen., Woksen shall transfer, assign and make available to The client
all property and materials in its possession or control belonging to The client. The client agrees
to pay for all costs associated with the transfer of materials.
This agreement shall be governed and constructed in accordance with the laws of the
REPRESENTATIONS AND WARRANTIES
The parties each individually represent and warrant that each has full power and authority to
enter into this Agreement and to perform all of their obligations hereunder without violating the
legal or equitable rights of any third party.
Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole
and entire Agreement and understanding between the parties hereto as to the subject matter
hereof, and supersedes all prior discussions, agreements and understandings of every kind and
nature between them as to such subject matter.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any
present or future law, then that provision will be fully severable. In such instance, this
Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision
had never comprised a part of this Agreement, and the remaining provisions of this Agreement
will remain in full force and effect.
If The client finds this proposal satisfactory, please accept it as is or discuss with Woksen any
desired changes before signing. Once a contract is finalized and an initial payment is received the
project can begin immediately